Dated at Wellington this 8th day of July 2013.
The Common Seal of the Takeovers Panel was affixed in the presence of:
S H Suckling,
Statement of reasons
This notice applies to acts or omissions occurring on or after 15 July 2013 and is revoked on 14 July 2014.
Bright Dairy Holding Ltd (Bright) has a 51% shareholding in Synlait Milk Limited (SML). SML is making an initial public offer (IPO) that will result in a decrease in Bright's shareholding. To the extent that the IPO will result in Bright's shareholding decreasing below the maximum percentage, Bright wishes to ensure that it and certain associates have the ability to top up their total shareholding in SML by on-market transactions to the maximum percentage (the top-up).
The Takeovers Panel (the Panel) has granted an exemption for Bright, and for certain other Bright group companies (the Bright parties), in respect of rule 6(1) of the Takeovers Code (the Code). The Bright parties are—
Bright Dairy & Food Co., Ltd; and
Bright Dairy International Investment Ltd; and
Bright Food Group Co. Ltd.
The exemption relates to Bright and the Bright parties becoming the holders or controllers of an increased percentage of the voting rights in SML that would result from the top-up.
The exemption is subject to conditions that ensure that anyone who decides to invest in SML under the IPO will be able to take into account the maximum percentage that Bright and the Bright parties could obtain under this exemption.
The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because—
any person choosing to subscribe for SML shares under the IPO can be expected to take into account the ability of Bright and the Bright parties to increase their total shareholding, as it will be advised in the prospectus; and
if an offeree subscribes for SML shares offered under the IPO, they can be taken to have subscribed on the basis of the information in the prospectus disclosing that Bright and the Bright parties may increase their total shareholding to the maximum percentage.